Nel ASA

Share Issue/Capital Change • Mar 31, 2020

Nel ASA: Commencement of Subsequent Offering

Nel ASA: Commencement of Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL.

(Oslo, 31 March 2020) Reference is made to the stock exchange announcement by

Nel ASA ("Nel" or the "Company") on 30 March 2020, regarding the approval of a

prospectus relating to a subsequent offering of up to 13,350,000 new shares (the

"Subsequent Offering") to be carried out by the Company following the completion

of a private placement with gross proceeds of NOK 846 million (the "Private

Placement").

In the Subsequent Offering, Eligible Shareholders, being shareholders of the

Company as of 21 January 2020 (and being registered as such in the Norwegian

Central Securities Depository ("VPS") on 23 January 2020, pursuant to the two

days' settlement procedure in the VPS (the "Record Date")), (i) who were not

allocated shares in the Private Placement, and (ii) who are not resident in a

jurisdiction where such offering would be unlawful, or for jurisdictions other

than Norway, would require any filing, registration or similar action, will be

granted non-transferable subscription rights (the "Subscription Rights") that,

subject to applicable law, provide preferential rights to subscribe for and be

allocated Offer Shares at the Subscription Price (as defined below).

The subscription period in the Subsequent Offering commences today, on 31 March

2020 at 09:00 hours (CEST) and will end on 7 April 2020 at 16:30 hours (CEST)

(the "Subscription Period"). The subscription price in the Subsequent Offering

is NOK 9.50 per Offer Share (the "Subscription Price"), which is equal to the

subscription price in the Private Placement.

Eligible Shareholders will be granted 0.01182 Subscription Rights for each share

registered as held by such Eligible Shareholder on the Record Date, rounded down

to the nearest whole Subscription Right. Each whole Subscription Right provides

a preferential right to subscribe for, and be allocated, one Offer Share at the

Subscription Price, subject to applicable securities laws. Over-subscription is

permitted, but there can be no assurance of the number of shares that will be

available for allocation pursuant to over-subscription. Subscription without

Subscription Rights will not be permitted.

In order to subscribe for shares, Eligible Shareholders must provide one of the

Managers (as defined below) with a complete and duly signed subscription form

within the end of the Subscription Period. Further instructions regarding the

subscription procedure is available in the Prospectus (as defined below). The

Subscription Rights must be used to subscribe for Offer Shares in the

Subscription Period and before the expiry of the Subscription Period on 7 April

2020 at 16:30 hours (CEST). Subscription Rights that are not used to subscribe

for Offer Shares before 16:30 hours (CEST) on 7 April 2020 will have no value

and will lapse without compensation to the holder.

Completion of the Subsequent Offering is subject to (i) the board of directors

resolving to approve the Subsequent Offering and issue the Offer Shares, and

(ii) registration of the increased equity of the Company pertaining to the

Subsequent Offering with the Norwegian Register of Business Enterprises and the

VPS.

Notifications of allocation in the Subsequent Offering are expected to be issued

on or about 8 April 2020. The due date for payment of allocated Offer Shares is

15 April 2020. The capital increase relating to the Subsequent Offering is,

subject to timely payment by all subscribers, expected to be registered with

Norwegian Register of Business Enterprises on or about 20 April 2020, and

delivery of the Offer Shares to investors' VPS accounts is thereafter expected

to take place on or about 21 April 2020.

A prospectus dated 30 March 2020 (the "Prospectus") prepared in connection with

the Subsequent Offering will be available electronically at www.nelhydrogen.com,

www.arctic.com, www.carnegie.no and www.sb1markets.no, or by contacting Arctic

Securities AS, Carnegie AS or SpareBank 1 Markets AS.

Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS act as managers in

the Subsequent Offering (the "Managers"). Advokatfirmaet Schjødt AS acts as

Norwegian legal counsel to Nel.

ENDS

For further information, please contact:

Kjell Christian Bjørnsen, CFO, +47 917 02 097

About Nel ASA | www.nelhydrogen.com

Nel is a global, dedicated hydrogen company, delivering optimal solutions to

produce, store, and distribute hydrogen from renewable energy. We serve

industries, energy, and gas companies with leading hydrogen technology. Our

roots date back to 1927, and since then, we have had a proud history of

development and continuous improvement of hydrogen technologies. Today, our

solutions cover the entire value chain: from hydrogen production technologies to

hydrogen fueling stations, enabling industries to transition to green hydrogen,

and providing fuel cell electric vehicles with the same fast fueling and long

range as fossil-fueled vehicles - without the emissions.